• The customer must follow a special link from your site to the AbirdsHome.com site.
• The customer must purchase a product or products within 30 days of the date they follow the special link from your site to the AbirdsHome.com and within that time the customer does not (a) click on the link of another one of our affiliates, or (b) turn off or otherwise disabled the "cookie" set when they clicked on the special link.
• The customer must accept delivery of the product and remit full payment to us.

Referral fees are considered earned on the date on which the order is shipped by us. If the order is shipped in more than one shipment on more than a single day, the fee on that order is considered earned on the date of the last shipment of that order.

You will not be paid a referral fee on any item which is returned to us by the customer for a refund within 30 days of purchase. If an item is exchanged and the exchanged item is not subsequently returned for a refund within 30 days, you will be paid a referral fee on the exchanged item rather than the item returned.

You may purchase products during sessions initiated through the links on your site for your own use. However, you may not purchase products during sessions initiated through the links on your site for resale or commercial use of any kind; Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement.

5. Referral Fee Rate Schedule
You will earn referral fees based on the sale price of products sold on the abirdshome.com online store according to the fee schedule we establish. "Sale price" means the price shown on our site at the time of purchase and excludes shipping charges and, if applicable, sales taxes. Referral fees will be calculated each calendar month.

The current referral fee rates are: 

• Qualifying sales 12%.

6. Payment of Referral Fees
We will pay you referral fees on a monthly basis. Within twenty (20) days following the end of each calendar month, we will mail you a check for the referral fees you earned during that month, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar month are less than $25.00, we will withhold those fees until the total amount due to you is at least $25.00. If this Agreement is terminated, we will send you payment for all referral fees you earned, regardless of the amount.

If a product that generated a referral fee is returned to us by the customer, and if we have already paid to you a referral fee for the sale of that product, we will deduct the corresponding fee from your next monthly payment for that return. If there is no subsequent payment, we will mail you a bill for the amount of the fee.

Absent manifest error, the number or amount of sales that are calculated by us in good faith shall be final and binding on you.

7. Program Policies and Pricing
Those customers who buy products through the Program will be deemed to be customers of AbirdsHome.com. Therefore, all rules, policies, and operating procedures concerning customer orders, customer service, and product sales are defined exclusively by us. We reserve the right to change our product pricing, policies and general operating procedures at any time.

8. Link Format Requirements
You are required to select and use one of the approved abirdshome.com graphical icons we provide. When users click on this graphical icon, you must use the special link we supply you with to forward the customer to our store. You may also choose to link to the AbirdsHome.com web site by using a text link, and you must use the special link we supply you with to forward the customer to our store.

9. Tri-State MSBL, Inc. Assets
All rights to the AbirdsHome.com site, including but not limited to all trade names, trade marks, other intellectual property rights, and all of the images, product photographs and descriptions contained in the AbirdsHome.com site, are the exclusive property of Tri-State MSBL, Inc. We grant you a non-exclusive, non-assignable, revocable license to use the graphical icons described in Section 8 of this Agreement solely for the purpose of identifying your site as a Program participant and to assist you in generating product sales. You may not modify the graphical icon or any of our images in any way without our prior express written consent.

We reserve the right to revoke this limited license at any time by giving you written or email notice.

10. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• The technical operation of your site and all related equipment
  
• Creating and posting product descriptions on your site and linking those descriptions to our online catalog of products
  
• The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
  
• Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal, proprietary or intellectual property rights)
  
• Ensuring that materials posted on your site are not libelous or otherwise illegal
  
  

We disclaim all liability for these matters. Further, by participating in the Program, you expressly agree that you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and content of your site.

You agree that you will not (a) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; and (b) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

11. Terms of this Agreement
The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written or email notice of termination. You are only eligible to earn referral fees on sales of qualifying products occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all abirdshome.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. This Agreement shall automatically terminate upon filing of any petition under the Bankruptcy Code by or against you, upon any assignment for the benefit of your creditors, or upon your dissolution if you are other than an individual.

12. Modification
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. Relationship of the Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

14. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising from this Agreement and the Program shall not exceed the total referral fees paid or payable to you under this Agreement.

15. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

16. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Miscellaneous
This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement or the Program must be brought in the federal or state courts located in Orange County, New York, and you irrevocably consent to the jurisdiction of and venue in such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.